63 N.J.L. 281 | N.J. | 1899
The opinion of the court was delivered by
The Delaware and Hudson Canal Company is a corporation created by the laws of Pennsylvania. Its principal office is at Rondout, New York, with a branch office in New York City under the management of William S. Rodie, an agent. Tbé company is engaged in the mining and sale of coal at Honesdale, Pa. The firm of H. H. Apman & Company are coal dealers at Jersey City. Bose in his lifetime resided in Jersey City. The firm of H. H. Apman & Company applied to an agent of the coal company to purchase coal on credit. Credit was refused unless satisfactory security for payment was furnished. Rodie, the plaintiff’s agent, prepared a written guarantee, which was sent to Henry A. Apman, a member of the firm of H. H. Apman & Company. The guarantee was signed by Bose in Jersey City, the signature being obtained by John Apman, another member of the firm. An order for the coal was made out by the
The suit is upon the guarantee. At the trial the learned judge directed a verdict for the plaintiff, and this writ of error was sued out by the defendant on exceptions to his instruction. The plaintiff has not filed in the office of the secretary of state the statement required of foreign corporations-transacting business in this state by section 97 of the Corporation act of 1896. Pamph. L.,p. 307; Dill N. J. Gorp. 47. The defence was that by force of section 98 of the act the plaintiff was disabled from maintaining its action in this case. The contract on which the plaintiff agreed to sell the coal to Apman & Company was conditional on the furnishing of satisfactory security. Until the guarantee came to and was accepted by the company the-contract between these, parties was not concluded. It does not distinctly appear in the evidence in what manner the guarantee was sent to the plaintiffs. The fair inference is that it was mailed to Rondout with the order for the coal. If that be so the statute does not apply to this transaction. It was so decided by the Supreme Court in Faxon Co. v. Lovett Co., 31 Vroom 128.
The important question is whether upon the proper construction of the statute it would control in this case if the guarantee had been made and delivered in this state, so that the contract between these parties would be a contract made by a foreign corporation within the State of New Jersey. The section of the act referred to provides that “ e.very foreign corporation, except banking, insurance, ferry and railroad corporations, before transacting any business in this state shall file in the office of the secretary of state a copy of its charter or certificate of incorporation attested, &c., and a statement attested, &o., of its capital stock authorized and the amount actually issued, the character of the business which it is to transact in this state, and designating its principal office in this state and
There was no proof in this case that the plaintiff had transacted any business in this state other than the transaction in-question. The ease turns upon the construction of the statute and the meaning of the words “ transacting any business.”
In Hoagland v. Segur, which was an action on a covenant-in a contract for the sale of a “ banking business,” that the covenantor would “ withdraw from the business of banking and not engage in the same at any time within ten years,” and in the clause liquidating the damages the words used were, “ to abandon, abstain from and not engage in the business of banking,” it was held that the term “business” did not denote a single act of receiving deposits, but the aggrega
The statute in New York enacts that “no stock corporation, other than a moneyed corporation, shall do business in this state without having procured from the secretary of state a certificate that it has complied with the requirements of the law to authorize it to do business in the state,” with a section similar to our act prohibiting foreign corporations which have not complied with the statute from bringing suits in the state courts on any contract made in the state. The courts of New York in construing this statute have held that procuring in New York orders for goods by travelling agents of a foreign corporation, which orders are to be transmitted to the home office of the corporation for approval, after which the goods are to be shipped from the home office to the buyer in Néw York, did not constitute doing business within the meaning of the statute. Murphy Varnish Co. v. Connell, 32 N. Y. Supp. 492; Tallapoosa Lumber Co. v. Holbert, 39 Id.
Mr. Thompson says: “ Many of the constitutional provisions and statutes under consideration prohibit foreign corporations from doing or carrying on business within the state, unless they have previously complied with the conditions therein named; and the question has frequently arisen under them, what constitutes a doing or carrying on of business within their meaning? The general conclusion of the courts is that isolated transactions, commercial or otherwise, taking place between a foreign corporation domiciled in one state and citizens of another state, are not a doing or carrying on of business by a foreign corporation within the latter state, but that these provisions are levelled against the acts of foreign corporations entering the domestic state by their agents and engaging in the general prosecution of their ordinary business therein.” This statement of the law is vouched for by the citation of many cases. 6 Thomp. Corp. § 7936. A collection of cases on this subject will be found in the note to 5 Am. & Eng. Encycl. L. 71, tit. “ Business,” and in 8 Id. 346, tit. “ Foreign Corporations.”
On a consideration of the entire legislation on this subject the construction of our statute seems to be clear. The statute requires the filing by the corporation of a copy of its charter, and a statement of the amount of capital stock authorized and the amount actually issued, the character of the business which it is to transact in this state and designating its principal office in this state. The remarks of Mr. Justice Woods in Cooper Manufacturing Co. v. Ferguson apply directly to the language contained in this section. A statement of the amount of capital stock authorized and the amount actually issued would be an appropriate requirement if the corporation were to engage in business in this state, but inapt so far as relates to a single isolated transaction. “ The character of the business which it is to transact in this state” and the designation of its principal office in this state plainly imply the engaging in business in the sense in which that term was
The instruction of the trial court was correct, and the judgment should be affirmed.
For affirmance — The Chancellor, Chtee Justice, Collins, Depue, Dixon, Garrison, Van Syckel, Adams, Bogert, Hendrickson, Nixon, Vredenburgh. 12.
For reversal — None.